Burke & Herbert Financial Services (BHRB) Registration Filing summary

Company overview and business model

• Organized in 2022 as a Virginia corporation and became a financial holding company in September 2023.

• Operates as a bank holding company for a regional bank, serving small to medium-sized businesses, professionals, non-profits, and individuals.

• Offers a broad range of banking products and financial services, including loans, deposits, treasury management, and wealth services.

• As of September 30, 2024, reported $7.9 billion in assets, $5.6 billion in gross loans, $6.6 billion in deposits, and $738.1 million in shareholders' equity.

• Common stock is listed on Nasdaq under the symbol “BHRB.”

Financial performance and metrics

• Aggregate market value of outstanding voting and non-voting common equity held by non-affiliates is $908,499,854.90 as of November 13, 2024.

• No securities offered under General Instruction I.B.6. to Form S-3 in the prior 12 months ending November 13, 2024.

Use of proceeds and capital allocation

• Net proceeds from securities sales will be used for general corporate purposes, including debt repayment, working capital, capital expenditures, regulatory capital for the banking subsidiary, business expansion, acquisitions, and repurchase or retirement of securities.

• Proceeds may be temporarily invested in interest-bearing accounts or short-term securities.